Excerpt from Current Issues and Rulemaking Projects Outline (November 14, 2000)

Section VIII.B.2. Current Disclosure, Legal and Processing Issues – Industry Specific Issues – Exemption from Registration for Bank and Thrift Holding Company Formations

Section 3(a)(12) of the Securities Act provides an exemption from registration for securities issued in connection with the formation of a bank or savings association holding company where shareholders maintain the same proportional interest in the holding company as they had in the bank or savings association; the rights and interests of the shareholders are substantially the same after the transaction as before it; and the holding company has substantially the same assets and liabilities, on a consolidated basis, as the bank or savings association had before the transaction. The staff has informally taken the position that the exemption would not be available if the new holding company's corporate charter contained antitakeover provisions that were not in the governing documents of the predecessor bank or thrift.

http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_sas_bhc.htm